UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date
of earliest event reported): December 29, 2022
MDH ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-39967 |
|
85-1936285 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
660
N. Carroll Ave., Suite 100
South Lake, TX 76092
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (415) 968-4444
Not Applicable
(Former name or former address, if changed since
last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
| Units,
each consisting of one share of Class A common stock and one-half of one redeemable warrant |
|
MDH.U |
|
The New York Stock Exchange |
| Class
A common stock, par value $0.0001 per share |
|
MDH |
|
The New York Stock Exchange |
| Redeemable
warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
|
MDH.WS |
|
OTC |
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
|
Item 1.01. |
Entry into a Material Definitive Agreement. |
The information disclosed
in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required herein. On December
29, 2022, MDH Acquisition Corp. (the “Company”) and Continental Stock Transfer
& Trust Company (“Continental”) entered into an amendment (the “Trust
Amendment”) to the Investment Management Trust Agreement, effective as of February 1, 2021, by and between Continental and
the Company (the “Trust Agreement”) to change the date by which Continental
must commence the liquidation of the trust account established in connection with the Company’s initial public offering (“IPO”).
The Trust Amendment was previously approved by the board of directors of the Company (the “Board”),
subject to stockholder approval, and approved by the Company’s stockholders at the Special Meeting, as further described in Item
5.07 below. A copy of the Trust Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by
reference.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing |
On December 29, 2022, the
Company issued a press release as required by the New York Stock Exchange listing rules regarding the decision by the Company’s
Board of Directors to delist the Company’s common stock from the New York Stock Exchange. The press release is attached
to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information
disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required
herein. On December 29, 2022, the Company amended the second amendment to the second amended and restated certificate of
incorporation of Company with the Secretary of the State of Delaware (the “Amendment”)
to change the date by which the Company must cease all operations except for the purpose of winding up if it fails to complete a
merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more
businesses from February 4, 2023 to the later of (i) December 29, 2022, and (ii) the date and time of the effectiveness of the
Amendment (the “Amended Termination Time”). The Amendment was previously
approved by the Board, subject to stockholder approval, and approved by the Company’s stockholders at the Special Meeting, as
further described in Item 5.07 below. The foregoing description of the Amendment is not intended to be complete and is qualified in
its entirety by reference to the Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and
incorporated herein by reference.
|
Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On December 29, 2022, the
Company convened its special meeting in lieu of an annual meeting of stockholders (the “Special
Meeting”) virtually, solely with respect to the voting on proposals to: (i) amend the second amended and restated certificate
of incorporation of Company to change the date by which the Company must cease all operations except for the purpose of winding up if
it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses from February 4, 2023 to the Amended Termination Time (the “Charter
Amendment Proposal”); and (ii) amend the Trust Agreement, by and between the Company and Continental to change the date by
which Continental must commence the liquidation of the trust account established in connection with the IPO to the Amended Termination
Time (the “Trust Amendment Proposal”).
The following is a brief description
of the final voting results for each of the proposals submitted to a vote of the stockholders at the Special Meeting on November 23, 2022.
The Charter Amendment Proposal
To consider and vote upon
the Charter Amendment Proposal to amend the Company’s second amended and restated certificate of incorporation to change the date
by which the Company must cease all operations except for the purpose of winding up if it fails to complete a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses from February 4, 2023 to
the later of (x) December 29, 2022, and (y) the date and time of the effectiveness of the Amendment.
The Charter Amendment Proposal
was approved. The voting results of the shares of the Common Stock were as follows:
| For | |
Against | |
Abstentions |
| 27,405,483 | |
8,352 | |
0 |
The Trust Amendment Proposal
To consider and vote upon
the Trust Amendment Proposal to amend the Trust Agreement, by and between the Company and Continental, pursuant to an amendment to the
Trust Agreement in the form set forth in Annex B of the accompanying proxy statement to change the date on which Continental must commence
the liquidation of the Trust Account established in connection with the Company’s IPO to the Amended Termination Time.
The Trust Amendment Proposal
was approved. The voting results of the shares of the Common Stock were as follows:
| For | |
Against | |
Abstentions |
| 27,405,483 | |
8,352 | |
0 |
The Adjournment Proposal
To consider and vote upon
a proposal to adjourn the Special Meeting to a later date or dates, if necessary (i) to ensure that any supplement or amendment to the
accompanying proxy statement that the Board has determined in good faith is required by applicable law to be disclosed to the Company
stockholders and for such supplement or amendment to be promptly disseminated to Company stockholders prior to the Special Meeting, (ii)
if, as of the time for which the Special Meeting is originally scheduled, there are insufficient shares of Common Stock represented (either
in person or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or (iii) to permit further solicitation
and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal
and the Trust Amendment Proposal.
The Adjournment Proposal was
not acted upon at the Special Meeting.
Liquidation of Trust Account
The Company notified
Continental that it was winding up its business operations on December 29, 2022. Furthermore, in accordance with the Trust Agreement
between Company and Continental, Company authorized Continental to liquidate all of the assets in the trust account and to transfer
the total proceeds (less $100,000 of previously unreleased interest to pay dissolution expenses) into the trust operating account at
Bank of America, N.A., to be distributed to the public stockholders of the Company on or about December 29, 2022. The Company
estimates that the total amount in the trust account available for the redemption, after accounting for the account withdrawals for
taxes and dissolution expenses, will be approximately $274,788,542, and the per-share redemption amount will be approximately
$10.08.
Disclaimer
Forward-Looking Statements
This Current Report on Form
8-K includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could
cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact
included in this press release, including, without limitation, regarding the early liquidation, de-listing of the Company’s Securities
and Redemption Amount, are forward-looking statements. Words such as “expect” and “intend” and variations and
similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future
events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors
could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking
statements. For information identifying important factors that could cause actual results to differ materially from those anticipated
in the forward-looking statements, please refer to the publicly filed documents of the Company, including its most recent Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q. The Company’s securities filings can be accessed on the SEC’s website at
www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or
revise any forward-looking statements whether as a result of new information, future events or otherwise.
|
Item 9.01. |
Financial Statement and Exhibits. |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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MDH ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/ Beau Blair |
| |
|
Name: Beau Blair |
| |
|
Title: Chief Executive Officer |
| |
|
|
| Dated: December 29, 2022 |
|
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